FROESE LAW
CONTRACTS & AGREEMENTS LAW
It takes a village to run a business and you will inevitably work with a number of third parties. Codify your business relationships with every third party so that your business interests are protected. Our expert contracts lawyers assist with the negotiation, drafting, and review of commercial agreements and contracts. We help businesses form relationships with their customers, users, suppliers, and other partners by providing practical legal advice on their contracts and agreements.
Froese Law is an award-winning cross-border branding, corporate and commercial law firm. Our contract lawyers in Toronto are dedicated to structuring your business, negotiating your contracts and protecting, enforcing and commercializing your brand. Contact us today for a free consultation!
Our Toronto contracts lawyers have extensive experience with:
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Shareholder agreements
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Partnership agreements
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Joint venture agreements
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Distribution agreements
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Service agreements
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Supply agreements
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Manufacturing agreements
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licensing agreements
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Independent contractor agreements
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Non-disclosure agreements
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Sponsorship agreements
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Influencer agreements
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Sales agency agreements
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Wholesale agreements
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Vendor agreements
FROESE LAW SERVICES
What is a contract?
It is a written or spoken agreement between two or more parties addressing a promise enforceable by law. The contract usually establishes who the parties are, the term of the contract, the performance of who is doing what, consideration, payment terms, termination, breach, resolutions, intellectual property, confidentiality, warranties, Indemnification, etc.
FREQUENTLY ASKED QUESTIONS
Does a contract need to be in writing?
The best way to ensure that the business relationship is successful is to contractually bind the other party to those terms, in writing.
What are the elements of a contract?
There are four basic elements of a contract for it to be considered legally binding:
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an offer.
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an acceptance.
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an intention to create a legal relationship.
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a consideration (usually money).
What happens if you break a contract?
A contract can be cancelled and the parties will be restored to their original situation. The party in breach can be held liable for the breach and can be ordered to pay damages to compensate the other party for any loss suffered. The damages are designed to put the injured party in the same position as if the contract had been successfully performed.
What is a Force Majeure?
A force majeure provision is a point of negotiation between the contracting parties that may or may not be included in the agreement. It addresses each party’s liabilities and/or obligations for extraordinary events or circumstances that fall beyond the control of the parties (such as extreme weather, war or acts of god) that prevent a party from fulfilling their contractual obligations. Non-performance of contractual obligations is related to a state of emergency type of situation. Depending on how the parties negotiate and draft the force majeure provision, a party’s non-performance can be either excused or suspended. To be clear, the non performance must emanate from occurrences that are outside of the control of the party. It does not extend to negligence or malfeasance. The force majeure will excuse non-performance of some of the obligations but generally will not invalidate the agreement in its entirety.
Will a Force Majeure Protect Against Claims of Breach of Contract?
Where there is no contract or no force majeure provision contained in the contract, non-performance may constitute a breach of contract, which could result in termination of the contract with penalty and, even also, the possibility of litigation. If a force majeure is included in the contract, it does not necessarily mean that it extends to situations, such as COVID-19. Care must also be taken to understand how to trigger the force majeure provision and what obligations must be complied with to rely on the force majeure provision. For example, is there a notification period? Is there an obligation to supply remaining inventory? How long will the non-performance be excused?